Common use of Reimbursement of Tax Payments Clause in Contracts

Reimbursement of Tax Payments. Notwithstanding anything herein to the contrary contained in this Agreement or in any other agreement between the Company and/or the Bank and Executive or any plan or policy of or binding upon the Company and/or the Bank, in the event that the aggregate payments or benefits made or to be made to Executive under this Agreement, in connection with a “change of control” as defined under Section 280G of the Code, when combined with any other payments or benefits made or permitted, or required to be made or permitted, to Executive under any other plan, agreement or arrangement of the Company and/or the Bank or any of their subsidiaries or affiliates, should cause or have caused Executive to be obligated to pay or to become liable for any Federal excise taxes under Section 4999(a) of the Code and/or any state or local excise taxes attributable to payments that qualify as “excess parachute payments” under Section 280G of the Code (collectively, such Federal, state and local excise taxes to be referred to as “Parachute Taxes”), as determined by an accounting or law firm (“Firm”) regularly utilized by the Company and/or the Bank, the Company and/or the Bank shall promptly pay, or reimburse Executive for Executive’s payment of, the following: (i) such Parachute Taxes; (ii) all Parachute Taxes payable by Executive as a result of the Company’s and/or the Bank’s payment or reimbursement of amounts under subparagraph (i), above, this subparagraph (ii) or subparagraph (iii) below; and (iii) all Federal, state, and local income taxes payable by Executive as a result of the Company’s or the Bank’s payment or reimbursement of amounts under subparagraphs (i) and (ii), above, and this subparagraph (iii).